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SERIAL 210195-RFP
CONTRACT PURSUANT TO RFP
This contract (“Contract”) is entered into this 22"4 day of June 2022, by and between Maricopa County
(“County”. “Client’), a political subdivision of the State of Arizona, and Tyler Technologies, a Georgia
corporation (“Contractor”’, “Tyler”) for the purchase of a cloud based permitting management system.
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CONTRACT TERM
This Contract is for a term of five (5) years, beginning on the 22" of June 2022, and ending the
30" of June, 2027.
OPTION TO RENEW
The County may, at its option and with the concurrence of the Contractor, renew the term of this
Contract up to a maximum of fifteen (15) additional year(s), (or at the County’s sole discretion,
extend the Contract on a month-to-month basis for a maximum of six (6) months after expiration of
the initial five (5) year term or a mutually agreed term renewal). The Contractor shall be notified in
writing by the Office of Procurement Services of the County’s intention to renew the Contract term
at least 60 calendar days prior to the expiration of the original Contract term. The County may
request pricing commitments for the second five (5) years of permitted renewals (years eleven
through fifteen) as early as the commencement of year nine.
CONTRACT COMPLETION
In preparation for Contract completion, the Contractor shall make all reasonable efforts for an
orderly transition of its duties and responsibilities to another provider and/or to the County. This
may include, but is not limited to, preparation of a transition plan and cooperation with the County
or other providers in the transition. Such services may require additional fees. Any transition
activities shall be mutually agreed in advance of provision. The transition includes the transfer of
all records and other data in the possession, custody, or control of the Contractor that are required
to be provided to the County either by the terms of this agreement or as a matter of law. The
provisions of this clause shall survive the expiration or termination of this agreement.
PRICE ADJUSTMENTS. RESERVED.
PAYMENTS
5.1 As consideration for performance of the duties described herein, County shall pay
Contractor the sum(s) stated in Exhibit A-1 — Pricing Sheet (“Investment Summary”).
5.2 Payment shall be made upon the County’s receipt of a properly completed invoice.
5.3 INVOICES
5.3.1. The Contractor shall submit one legible copy of their detailed invoice before
payment(s) will be made. Incomplete invoices will not be processed. At a
minimum, the invoice must provide the following information:
. Company name, address, and contact information
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County bill-to name and contact information
Contract serial number
County purchase order number
Project name and/or number
Invoice number and date
Description of purchase (product or services)
Pricing per unit of purchase
Extended price
Total amount due
5.3.2 Labor, services, and maintenance must be billed as a separate line item.
5.3.3 Problems regarding billing or invoicing shall be directed to the department as listed
on the purchase order.
5.3.4. Payment shall only be made to the Contractor by Accounts Payable through the
Maricopa County Vendor Express Payment Program. This is an electronic funds
transfer (EFT) process. After contract award, the Contractor shall complete the
Vendor Registration Form accessible from the County Department of Finance
Vendor Registration Web Site _ https:/Avww.maricopa.gow/5169/Vendor-
Information. There shall be no charge for this service.
5.3.5 EFT payments to the routing and account numbers designated by the Contractor
shall include the details on the specific invoices that the payment covers. The
Contractor is required to discuss remittance delivery capabilities with their
designated financial institution for access to those details.
5.4 CRITERIA FOR DELIVERY AND ACCEPTANCE OF DELIVERABLES RESERVED
5.5 SOFTWARE UPDATES, WARRANTY, MAINTENANCE & ROADMAP/ENHANCEMENTS
RESERVED
5.6 PAYMENT RETENTION. RESERVED.
5.7 APPLICABLE TAXES. RESERVED.
AVAILABILITY OF FUNDS. RESERVED.
STRATEGIC ALLIANCE for VOLUME EXPENDITURES (SAVE) RESERVED
INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPAs) RESERVED
County currently holds ICPAs with numerous governmental entities. These agreements allow those
entities, with the approval of the Contractor in each instance, to purchase their requirements under
the terms and conditions of the County Contract. It is the responsibility of the non-County
government entity to perform its own due diligence on the acceptability of the Contract under its
applicable procurement rules, processes, and procedures. Certain governmental agencies may not
require an ICPA and may utilize this Contract if it meets their individual requirements. Other
governmental agencies may enter into a separate Statement of Work with the Contractor to meet
their own requirements. The County is not a party to any uses of this Contract by other
governmental entities.
RESERVED
DUTIES
SERIAL 210195-RFP
10.1. The Contractor shall perform all duties stated in Exhibit B - Scope of Work, or as otherwise
directed in writing by the procurement officer.
10.2 During the Contract term, County may provide Contractor's personnel with adequate
workspace for consultants and such other related facilities as may be required by
Contractor to carry out its contractual obligations.
TERMS AND CONDITIONS
11.1. INDEMNIFICATION. RESERVED.
11.2 SOURCE CODE ESCROW REQUIREMENT. RESERVED.
11.3. INSURANCE
11.3.1 Contractor, at Contractor's own expense, shall purchase and maintain, at a
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minimum, the herein stipulated insurance from a company or companies duly
licensed by the State of Arizona and possessing an AM Best, Inc. category rating
of B++. In lieu of State of Arizona licensing, the stipulated insurance may be
purchased from a company or companies, which are authorized to do business in
the State of Arizona.
All insurance required herein shall be maintained in full force and effect until all
work or service required to be performed under the terms of the Contract is
satisfactorily completed and formally accepted. Failure to do so may constitute a
material breach of this Contract.
In the event that the insurance required is written on a claims-made basis,
Contractor warrants that any retroactive date under the policy shall precede the
effective date of this Contract and either continuous coverage will be maintained,
or an extended discovery period will be exercised for a period of two years
beginning at the time work under this Contract is completed.
Contractor's insurance shall be primary insurance as respects for claims under our
CGL or auto policies that arise out of or relate to the Contract and are between
Tyler and County.
Any failure by Tyler to comply with the claim reporting provisions of the insurance
policies or any breach by Tyler of an insurance policy warranty shall not affect the
County’s right to coverage intended to be afforded under the insurance policies.
The insurance policies may provide coverage that contains deductibles or self-
insured retentions. Contractor shall be solely responsible for the deductible and/or
self-insured retention.
The CGL and automobile liability insurance policies required by this Contract shall
name County, its agents, representatives, officers, directors, officials, and
employees as additional insureds.
Tyler will agree to waive subrogation only on claims under our CGL or auto policies
that arise out of or relate to the Contract and are between Tyler and County, except
to the extent the damage or injury is caused by County.
If available, the insurance policies required by this Contract may be combined with
Commercial Umbrella Insurance policies to meet the minimum limit requirements.
If a Commercial Umbrella insurance policy is utilized to meet insurance
requirements, the Certificate of Insurance shall indicate which lines the
Commercial Umbrella Insurance covers.
SERIAL 210195-RFP
11.3.9.1 Commercial General Liability
Commercial General Liability (CGL) insurance and, if necessary,
Commercial Umbrella insurance with a limit of not less than $2,000,000
for each occurrence, $4,000,000 Products/Completed Operations
Aggregate, and $4,000,000 General Aggregate Limit. The policy shall
include coverage for premises liability, bodily injury, broad form property
damage, personal injury, products and completed operations and
blanket contractual coverage, and shall not contain any provisions which
would serve to limit third party action over claims.
11.3.9.2 Automobile Liability
Commercial/Business Automobile Liability insurance with a combined
single limit for bodily injury and property damage of not less than
$1,000,000 with respect to any of the Contractor’s owned, hired, and
non-owned vehicles assigned to or used in performance of the
Contractor’s work or services or use or maintenance of the premises
under this Contract.
11.3.9.3 Workers’ Compensation
11.3.9.3.1. Workers’ compensation insurance to cover obligations
imposed by Federal and State statutes having jurisdiction of
Contractor's employees engaged in the performance of the
work or services under this Contract; and Employers
Liability insurance of not less than $1,000,000 for each
accident, $1,000,000 disease for each employee, and
$1,000,000 disease policy limit.
11.3.9.4 Cyber/Privacy/Professional Liability Insurance
$5,000,000 per occurrence and in the aggregate
In the event that the Cyber/Privacy/Professional Liability insurance
required by this Contract is written on a claims-made basis, Contractor
warrants that any retroactive date under the policy shall precede the
effective date of this Contract and, either continuous coverage will be
maintained, or an extended discovery period will be exercised for a
period of two years, beginning at the time work under this Contract is
completed.
11.3.10 Certificates of Insurance
41.3.10.1 Prior to commencing services, Contractor shall furnish the County with
valid and complete Certificates of Insurance, and applicable
endorsements as required by the Contract, issued by Contractor's
insurer(s), as evidence that policies providing the required coverage,
conditions and limits required by this Contract are in full force and effect.
Such certificates shall identify this Contract number and title.
11.3.10.2 In the event any insurance policy(ies) required by this Contract is (are)
written on a claims-made basis, coverage shall extend for two years past
completion and acceptance of Contractor’s work or services and as
evidenced by annual certificates of insurance.
11.3.10.3 Ifa policy does expire during the life of the Contract, a renewal certificate
must be sent to County with each expiration date.
SERIAL 210195-RFP
11.3.10.4 Certificates of Insurance shall identify Maricopa County as the certificate
holder as follows:
Maricopa County
c/o Risk Management
301 W Jefferson St, Suite 910
Phoenix, AZ 85003
11.3.11 Cancellation and Expiration Notice
Applicable to all insurance policies required within the insurance requirements of
this Contract, Contractor's insurance shall not be permitted to expire, be
suspended, be canceled, or be changed so as to no longer conform to the
requirements of this Contract for any reason without 30 days prior written notice to
Maricopa County by Contractor. Such notice shall be sent directly to Maricopa
County Office of Procurement Services and shall be mailed, or hand delivered to
460 S. 4h Avenue, Phoenix, AZ 85003, or emailed to the procurement officer noted
in the solicitation.
11.4 FORCE MAJEURE
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Neither party shall be liable for failure of performance, nor incur any liability to the
other party on account of any loss or damage resulting from any delay or failure to
perform all or any part of this Contract, if such delay or failure is caused by events,
occurrences, or causes beyond the reasonable control and without negligence of
the parties. Such events, occurrences, or causes include, but are not limited to,
acts of God/nature (including fire, flood, earthquake, storm, hurricane, or other
natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is
declared or not), civil war, riots, rebellion, revolution, insurrection, military or
usurped power or confiscation, terrorist activities, nationalization, government
sanction, lockout, blockage, embargo, labor dispute, strike, and interruption or
failure of electricity or telecommunication service, and pandemic.
Each party, as applicable, shall give the other party notice of its inability to perform
and particulars in reasonable detail of the cause of the inability. Each party must
use commercially reasonable efforts to remedy the situation and remove, as soon
as practicable, the cause of its inability to perform or comply.
The party asserting Force Majeure as a cause for non-performance shall have the
burden of proving that reasonable steps were taken to minimize delay or damages
caused by foreseeable events, that all non-excused obligations were substantially
fulfilled, and that the other party was timely notified of the likelihood or actual
occurrence which would justify such an assertion, so that other prudent
precautions could be contemplated.
ORDERING AUTHORITY. RESERVED.
PROCUREMENT CARD ORDERING CAPABILITY. RESERVED.
NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION. RESERVED.
PURCHASE ORDERS. RESERVED.
BACKGROUND CHECK
Respondents may be required to pass multiple background checks (e.g., Sheriff's Office,
County Attorney's Office, Courts, as well as Maricopa County general government) to
determine if the respondent is acceptable to do business with the County. This applies to,
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SERIAL 210195-RFP
but is not limited to, the company, subcontractors, and employees, and any individual who
does not pass a background check shall be denied access to County Property. County will
provide advance notice of any such required checks so as to not unreasonably delay
project activities and reasonably cooperate with Tyler limiting the scope of such checks to
what is required by applicable law (including protection of personal information). The
County is responsible for any costs associated with acquiring and completing the
background checks.
SUSPENSION OF WORK RESERVED
STOP WORK ORDER
11.11.14 The procurement officer may, at any time, by written order to the Contractor,
require the Contractor to stop all, or any part, of the work called for by this Contract
for a period of 90 calendar days after the order is delivered to the Contractor, and
for any further period to which the parties may agree. The order shall be specifically
identified as a stop work order issued under this clause. Upon receipt of the order,
the Contractor shall immediately comply with its terms and take all reasonable
steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 calendar days after a
stop work order is delivered to the Contractor, or within any extension of that period
to which the parties shall have agreed, the procurement officer shall either:
11.11.1.1 cancel the stop work order; or
11.11.1.2 terminate the work covered by the order as provided in the Termination
for Default or the Termination for Convenience clause of this Contract.
The procurement officer may make an equitable adjustment in the delivery schedule and/or
Contract price, and the Contract shall be modified, in writing, accordingly, if the Contractor
demonstrates and the County agrees that the stop work order resulted in an increase in
costs to the Contractor or otherwise requires a change to the project schedule.
TERMINATION FOR CONVENIENCE. RESERVED.
TERMINATION FOR DEFAULT. RESERVED.
PERFORMANCE. RESERVED.
CONTRACTOR EMPLOYEE MANAGEMENT
11.15.1 Contractor shall use commercially reasonable efforts to maintain the personnel
proposed in their proposal throughout the performance of this Contract.
11.15.2 If Contractor personnel’s employment status changes, Contractor shall provide
County a list of proposed replacements with reasonable equivalent experience.
11.15.3 Under no circumstances shall the implementation schedule to be impacted by an
elective personnel change on the part of the Contractor.
11.15.4 County reserves the right to immediately remove from its premises any Contractor
personnel it determines to be a risk to County operations.
41.15.5 County reserves the right to request the replacement of any Contractor personnel
at any time, for any reason.
11.16 WARRANTY OF SERVICES. RESERVED.
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USAGE REPORT. RESERVED.
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SERIAL 210195-RFP
STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any contract
without penalty or further obligation within three years after execution of the contract, if any
person significantly involved in initiating, negotiating, securing, drafting, or creating the
contract on behalf of the County is at any time, while the contract or any extension of the
contract is in effect, an employee or agent of any other party to the contract in any capacity
or consultant to any other party of the contract with respect to the subject matter of the
contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or
commission paid or due to any person significantly involved in initiating, negotiating,
securing, drafting, or creating the contract on behalf of the County from any other party to
the contract arising as the result of the contract.
OFFSET FOR DAMAGES. RESERVED.
SUBCONTRACTING. RESERVED.
AMENDMENTS
All amendments to this Contract shall be in writing and approved/signed by both parties.
Maricopa County Office of Procurement Services shall be responsible for approving all
amendments for Maricopa County.
ADDITIONS/DELETIONS OF REQUIREMENTS
The County reserves the right to add and/or delete materials and services to a Contract. If
a service requirement is deleted, the parties will negotiate the cost impact. If additional
materials or services are required from a Contract, prices for such additions will be
negotiated between the Contractor and the County.
RIGHTS IN DATA RESERVED
ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW
11.24.1 In accordance with Section MC1-373 of the Maricopa County Procurement Code,
the Contractor agrees to retain (physical or digital copies of) all books, records,
accounts, statements, reports, files, and other records and back-up documentation
relevant to this Contract for the greater of (i) six years after creation or (ii) such
time period as is required by applicable law. The County, Federal or State auditors
and any other persons duly authorized by the department shall have reasonable
access to and the right to examine, and copy, any and all said materials.
11.24.2 If the Contractor's books, records, accounts, statements, reports, files, and other
records and back-up documentation relevant to this Contract are not sufficient to
support and document that requested services were provided, the Contractor shall
reimburse Maricopa County for the services not so adequately supported and
documented.
AUDIT DISALLOWANCES
If at any time it is determined that a cost for which payment has been made is a disallowed
cost, the County shall notify the Contractor in writing of the disallowance. For the purposes
of this section, a disallowed cost is one that is not supported by this Agreement or is
otherwise not permitted by applicable law. The course of action to address the
disallowance shall be at sole discretion of the County, and may include either an
adjustment to future invoices, request for credit, request for a check, or a deduction from
current invoices submitted by the Contractor equal to the amount of the disallowance, or
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SERIAL 210195-RFP
to require reimbursement forthwith of the disallowed amount by the Contractor by issuing
a check payable to Maricopa County.
STRICT COMPLIANCE
Acceptance by County of a performance that is not in strict compliance with the terms of
the Contract shall not be deemed to be a waiver of strict compliance with respect to all
other terms of the Contract.
VALIDITY
The invalidity, in whole or in part, of any provision of this Contract shall not void or affect
the validity of any other provision of the Contract.
SEVERABILITY
The removal, in whole or in part, of any provision of this Contract shall not void or affect
the validity of any other provision of this Contract.
RELATIONSHIPS
41.29.1 In the performance of the services described herein, the Contractor shall act solely
as an independent Contractor, and nothing herein or implied herein shall at any
time be construed as to create the relationship of employer and employee, co-
employee, partnership, principal and agent, or joint venture between the County
and the Contractor.
11.29.2 The County reserves the right of final approval on proposed staff. Also, upon
request by the County, the Contractor will be required to remove any employees
working on County projects and substitute personnel based on the discretion of
the County within two business days, unless previously approved by the County.
NON-DISCRIMINATION
Contractor agrees to comply with all applicable provisions and requirements of Arizona
Executive Order 2009-09, including flow down of all provisions and requirements to any
subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends
Executive Order 75-5 and is hereby incorporated into this Contract as if set forth in full
herein. During the performance of this Contract, Contractor shall not discriminate against
any employee, client, or any other individual in any way because of that person's age, race,
creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09
can be downloaded from the Arizona Memory Project at
http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 .) The
Contractor and County agree that this provision shall not be construed to require changes
to the Contractor software related to accessibility.
WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01
If vendor engages in for-profit activity and has 10 or more employees, and if this agreement
has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees
for the duration of this agreement to not engage in, a boycott of goods or services from
Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 ora
regulation issued pursuant to 50 U.S.C. § 4842.
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
11.32.1 The undersigned (authorized official signing on behalf of the Contractor) certifies
to the best of his or her knowledge and belief that the Contractor, its current
officers, and directors:
SERIAL 210195-RFP
11.32.1.1 are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from being awarded any
contract or grant by any United States department or agency or any
state, or local jurisdiction;
11.32.1.2 have not within a three-year period preceding this Contract:
41.32.1.2.1 been convicted of fraud or any criminal offense in
connection with obtaining, attempting to obtain, or as the
result of performing a government entity (Federal, State or
local) transaction or contract; or
11.32.1.2.2 been convicted of violation of any Federal or State antitrust
statutes or conviction for embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false
statements, or receiving stolen property regarding a
government entity transaction or contract;
41.32.1.3 are not presently indicted or criminally charged by a government entity
(Federal, State or local) with commission of any criminal offenses in
connection with obtaining, attempting to obtain, or as the result of
performing a government entity public (Federal, State or local)
transaction or contract;
11.32.1.4 are not presently facing any civil charges from any governmental entity
regarding obtaining, attempting to obtain, or from performing any
governmental entity contract or other transaction; and
41.32.1.5 have not within a three-year period preceding this Contract had any
public transaction (Federal, State or local) terminated for cause or
default.
11.32.2 If any of the above circumstances described in the paragraph are applicable to the
entity submitting a bid for this requirement, include with your bid an explanation of
the matter including any final resolution.
41.32.3 The Contractor shall include, without modification, this clause in all lower tier
covered transactions (i.e., transactions with subcontractors or sub-subcontractors)
and in all solicitations for lower tier covered transactions related to this Contract. If
this clause is applicable to a subcontractor or sub-subcontractor, the Contractor
shall include the information required by this clause with their bid.
41.33 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS
11.33.1 By entering into the Contract, the Contractor warrants compliance with the
Immigration and Nationality Act (INA using E-Verify) and all other Federal
immigration laws and regulations related to the immigration status of its employees
and A.R.S. § 23-214(A). The Contractor shall obtain statements from its
subcontractors certifying compliance and shall furnish the statements to the
procurement officer upon request. These warranties shall remain in effect through
the term of the Contract. The Contractor and its subcontractors shall also maintain
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform
and Control Act of 1986, as amended from time to time, for all employees performing
work under the Contract and verify employee compliance using the E-Verify system
and shall keep a record of the verification for the duration of the employee's
employment or at least three years, whichever is longer. |-9 forms are available for
download at www.uscis.gov.
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11.33.2 The County retains the legal right to inspect documents of Contractor and
subcontractor employees performing work under this Contract to verify compliance
with paragraph 11.33.1 of this section. Contractor and subcontractor shall be given
reasonable notice of the County’s intent to inspect and shall make the documents
available at the time and date specified. Should the County suspect or find that the
Contractor or any of its subcontractors are not in compliance, the County will
consider this a material breach of the Contract and may pursue any and all remedies
allowed by law, including, but not limited to: suspension of work, termination of the
Contract in accordance with its terms, and suspension and/or debarment of the
Contractor. All costs necessary to verify compliance are the responsibility of the
Contractor.
CONTRACTOR LICENSE REQUIREMENT
11.34.1 The Contractor shall procure all permits, insurance, and licenses, and pay the
charges and fees necessary and incidental to the lawful conduct of his/her
business, and as necessary complete any requirements, by any and all
governmental or non-governmental entities as mandated to maintain compliance
with and remain in good standing. The Contractor shall keep fully informed of
existing and future trade or industry requirements, and Federal, State, and local
laws, ordinances, and regulations which in any manner affect the fulfillment of this
Contract and shall comply with the same.
INFLUENCE
11.35.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort
to influence an employee or agent to breach the Maricopa County Ethical Code of
Conduct or any ethical conduct, may be grounds for disbarment or suspension
under MC1-902.
41.35.2 An attempt to influence includes, but is not limited to:
11.35.2.1 A person offering or providing a gratuity, gift, tip, present, donation,
money, entertainment or educational passes or tickets, or any type of
valuable contribution or subsidy that is offered or given with the intent to
influence a decision, obtain a Contract, garner favorable treatment, or
gain favorable consideration of any kind.
11.35.3 If a person attempts to influence any employee or agent of Maricopa County, the
chief procurement officer, or his designee, reserves the right to seek any remedy
provided by the Maricopa County Procurement Code, any remedy in equity or in
the law, or any remedy provided by this Contract.
11.35.4 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY
COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT
SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS
THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH
THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION,
ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT
AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM
THE EVALUATION PROCESS.
CONFIDENTIAL INFORMATION RESERVED
PUBLIC RECORDS
Under Arizona law, all offers submitted and opened are public records and must be
retained by the County at the Maricopa County Office of Procurement Services. Offers shall
be open to public inspection and copying after contract award and execution, except for
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such offers or sections thereof determined to contain proprietary or confidential information
by the Office of Procurement Services. If an offeror believes that information in its offer or
any resulting contract should not be released in response to a public record request, under
Arizona law, the offeror shall indicate the specific information deemed confidential or
proprietary and submit a statement with its offer detailing the reasons that the information
should not be disclosed. Such reasons shall include the specific harm or prejudice which
may arise from disclosure. The records manager of the Office of Procurement Services
shall determine whether the identified information is confidential pursuant to the Maricopa
County Procurement Code.
INTEGRATION
This Contract represents the entire and integrated agreement between the parties and
supersedes all prior negotiations, proposals, communications, understandings,
representations, or agreements, whether oral or written, expressed, or implied.
UNIFORM ADMINISTRATIVE REQUIREMENTS RESERVED
GOVERNING LAW
This Contract shall be governed by the laws of the State of Arizona. Venue for any actions
or lawsuits involving this Contract will be in a state or federal court serving Maricopa
County, Arizona.
PRICES RESERVED
ORDER OF PRECEDENCE
In the event of a conflict in the provisions of this Contract the governing document shall
prevail in the order listed in section 11.43.
INCORPORATION OF DOCUMENTS
The following are to be attached to and made part of this Contract:
11.43.1 Exhibit A — Vendor Information
11.43.2 Exhibit A-1 — Pricing (Investment Summary)
11.43.3 Exhibit B - Statement of Work
11.43.4 Exhibit C — Software as a Service
11.43.5 Exhibit D - Tyler proposal dated May 18, 2021, submitted in response to County
RFP (Reference Document).
NOTICES
All notices given pursuant to the terms of this Contract shall be addressed to:
For County:
Maricopa County
Office of Procurement Services
160 S. 4'" Avenue
Phoenix, Arizona 85003-1647
For Contractor:
Tyler Technologies
2160 Satellite Blvd., Suite 300
Duluth, GA 30097
Copy to
1 Tyler Drive
Yarmouth, ME 04096
Attention: Chief Legal Officer
SERIAL 210195-RFP
IN WITNESS WHEREOF, this Contract is executed on the date set forth above.
ADDRESS
S722
DATE
MARICOPA COUNTY
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE
SERIAL 210195-RFP
SERIAL 210195-RFP
EXHIBIT A
Vendor Information
COMPANY NAME: Tyler Technologies
DOING BUSINESS AS (dba): Tyler Technologies
MAILING ADDRESS: 2160 Satellite Bivd Duluth GA 30097
REMIT TO ADDRESS: 5101 Tennyson Pkwy Plano TX 75024
TELPHONE NUMBER: 888.355.1093
FAX NUMBER: 678.474.1002
WWW ADDRESS: www.tylertech.com
REPRESENTATIVE NAME: Dane Womble
REPRESENTATIVE TELEPHONE 888.355.1093
NUMBER:
REPRESENTATIVE EMAIL nicole.lankford@tylertech.com
ADDRESS
YES NO REBATE
WILL ALLOW OTHER GOVERNMENTAL w im 0
ENTITIES TO PURCHASE FROM THIS
CONTRACT:
WILL ACCEPT PROCUREMENT CARD FOR i: ca
PAYMENT:
PAYMENT TERMS: NET 30 DAYS
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